UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 7, 2025

XTI AEROSPACE, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (800) 680-7412

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On July 7, 2025, XTI Aerospace, Inc. (the “Company”) closed a partial exercise of the over-allotment option granted to the underwriter of its public offering of common stock, pre-funded warrants and common warrants that closed on June 26, 2025. The option was exercised for 1,219,995 shares of common stock at the public offering price of $1.75 per share. Following the partial exercise of the over-allotment option, the Company sold a total of 10,362,995 shares of common stock (or pre-funded warrants in lieu thereof) in the offering, generating gross proceeds of approximately $18 million, prior to the deduction of underwriting discounts, commissions, and estimated offering expenses.

The Company also issued additional warrants to the underwriter to purchase an aggregate of 61,000 shares of common stock at an exercise price of $2.1875 per share, subject to adjustments, with the same terms as the warrants issued in connection with the initial closing of the offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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